Platinum Member FAQs and Terms and Conditions

Initial date of issue: 24 June 2013

 
What are the potential benefits of being a Platinum Member?
 
Depending of the level of financial success of lunchalot.com and whether a "Trigger Event" occurs, Platinum Members may be eligible to receive a financial benefit. Please note there can be no guarantee that a financial benefit will be paid to Platinum Members. The potential for such a payment arising or being paid depends on a number of factors, including the trustee of a discretionary trust exercising its discretion in favour of Platinum Members. 
 
How do I become a Platinum Member?
 
If you wish to become a Platinum Member, you must "opt in". You can opt in when applying to be a member or you can opt in via your existing online account. There will be a limited number of Platinum Memberships available for each State. You may only opt in if the allocation for your state or territory of residence has not been exhausted. You may only opt in for one state or territory, which must be the state or territory where you live or primarily use or intend to use your membership.  
 
By opting in you agree to these terms and conditions and general disclosures about Platinum Membership.
 
How do I qualify as a Platinum Member?
 
Eligibility for Platinum Membership will be satisfied if you have successfully opted in and:
  • you hold, or have held a 3 year membership;
  • you have been a member for at least 3 consecutive years since opting in; or
  • if neither of the above apply, at the time a Trigger Event occurs you have maintained a continuous membership since opting in.
 
What is the allocation for each state and can the allocation be changed?
 
Currently the Platinum Membership allocation is set at 14,400 members in New South Wales, 5,700 members in Queensland, 4,600 members in Victoria, 1,700 members in South Australia, 2,500 members in Western Australia, 200 members in the  Northern Territory, 520 members in Tasmania and 380 members in the Australian Capital Territory. The allocation for each state can be changed by us (up or down) without notice, however the allocation across all states and territories may never exceed 30,000 Platinum Members in total.
 
Do I pay anything to become a Platinum Member?
 
No. You are not required to pay or otherwise contribute money or money's worth to become a Platinum Member. When you pay for a membership of lunchalot.com, that money is paid solely for the benefits of general membership and the service you receive as a member.  
 
Can I lose my Platinum Membership?
 
Lunchalot.com may terminate your Platinum Membership if:
  • you do not comply with the general membership Terms and Conditions or these Platinum Member Information and Terms and Conditions; or 
  • in lunchalot.com's opinion you have acted contrary to the interests of lunchalot.com or the Platinum Members, or members generally, as a whole.
 
What is the potential benefit of being a Platinum Member?
 
Platinum Members may be eligible to be nominated by the trustee ("Trustee") of a discretionary trust ("Trust") to receive a financial benefit following the occurrence of a "Trigger Event". The potential benefit for all Platinum Members relates to 20% of the issued shares in lunchalot.com (calculated as at the date of initial issue of this document) ("Shares"), which are to be held by the Trustee on the terms of the trust deed for the Trust ("Trust Deed"). lunchalot.com does not currently intend to issue further shares before a Trigger Event occurs, but if it did issue more shares then the shareholding held by the Trustee would be effectively diluted. The Shares are not being purchased by the Trust. They are being issued by lunchalot.com without charge or other consideration.   
 
A Trigger Event is completion of any one of the following:
  • an initial public offering of lunchalot.com;
  • a sale of the majority of the shares (which may include a sale of the Shares) in lunchalot.com; 
  • a sale of the main undertaking or assets of lunchalot.com; or
  • any event which the Trustee determines is substantially similar to the three events above.
 
Whether an event is a Trigger Event and whether a Trigger Event has occurred will be determined by the Trustee in its absolute discretion. 
 
A Trigger Event may result in the Trustee receiving a net payment referable to the Shares. In this case the Trustee may exercise its discretion to pay the applicable net proceeds to any of the persons contemplated as "Beneficiaries" in the Trust Deed. 
 
If a Trigger Event is an initial public offering (or similar event as determined by the Trustee) which does not involve a share sale, the Trustee may exercise its discretion to transfer the Shares directly to any of the persons contemplated as "Beneficiaries" in the Trust Deed. By opting in to become a Platinum Member, you consent to receiving any such transfer of Shares. If transferring Shares directly to a Beneficiary would be contrary to law, the Trustee may take such action as it considers appropriate in the circumstances. For example it may disqualify that Beneficiary from receiving any benefit or it may take such steps as are reasonably necessary to otherwise pay or deliver a comparable benefit to the Beneficiary (or a person nominated by the Beneficiary and acceptable to the Trustee).        
 
Who are "Beneficiaries"?
 
The Trust Deed will provide that the "Beneficiaries" include Platinum Members, lunchalot, a range of charities ("Charities") and any other person nominated by the Trustee as a Beneficiary.  
 
The potential for Platinum Members to participate in benefits of the Trust will not extend to any dividend income paid or payable on the Shares. It is currently anticipated that any dividend income will, subject to all relevant discretions, be payable to the Charities nominated by the Trustee. Platinum Members may, but are not obliged to, specify their preferred charities by entering this information in their online account. In determining which proportion of income a Charity will receive, the Trustee may have regard to Platinum Members' preferences. 
 
If the net proceeds received from a Trigger Event would result in a payment of less than $100 per Platinum Member nominated by the Trustee, it is anticipated that the Trustee will not make any payments to Platinum Members but instead make such payments to one or more Charities. Similarly, if following an initial public offering or (similar transaction) the net asset value of Shares available to be distributed to each Platinum Member nominated by the Trustee will be less than the minimum number that may be held by a single member under applicable regulatory conditions, the Trustee may distribute the Shares available to be distributed to one or more Charities.        
 
Who is the Trustee?
 
The Trustee is Lunchalot Club Charter Members Pty Limited, a wholly owned subsidiary of lunchalot.com. The directors of the Trustee are currently Richard Tenser and Mikey Robins. The directors may change from time to time and lunchalot.com is not obliged to notify you of such changes.  
 
When will a Platinum Member be eligible to be nominated by the Trustee?
 
The Trustee has a complete discretion as to which, if any, Beneficiaries receive a payment or other benefit under the Trust. The Trustee however is likely to have regard to this document and the requests of lunchalot.com when determining if and how it will exercise its discretions. Lunchalot.com currently intends, if a Trigger Event occurs, to request the Trustee to nominate "Eligible Platinum Members" to receive the relevant payments. 
 
Eligible Platinum Members are Platinum Members:
  • who are not in breach of, or have not previously breached, the general membership Terms and Conditions or these Platinum Member Information and Terms and Conditions;
  • who in lunchalot.com's opinion have not acted contrary to the interests of lunchalot.com or the Platinum Members, or members generally, as a whole; and
  • whose contact details as provided to Lunchalot.com are up to date at the time of the occurrence of the Trigger Event.
 
If the Trustee exercises its discretion to nominate Eligible Platinum Members as Beneficiaries and to pay or deliver a benefit to Eligible Platinum Members, it is anticipated that Eligible Platinum Members will receive benefits on an equal basis. Assuming there are 30,000 nominated Eligible Platinum Members, this means those Eligible Platinum Members would each receive 1/30,000th of the total benefits to be paid or delivered by the Trustee. If there are less than 30,000 nominated Eligible Platinum Members, it is anticipated that those Eligible Platinum Members would still each receive 1/30,000th of the total benefits to be paid or delivered by the Trustee. However the total benefits to be paid or delivered by the Trustee to Eligible Platinum Members would be reduced by the proportion that "A" bears to "B", where "A" is 30,000 minus the number of nominated Eligible Platinum Members and "B" is 30,000, with any remaining part of the total benefits to be paid or delivered to lunchalot.           
 
Do I have a right to receive anything?
 
Being contemplated as a potential Beneficiary in the Trust Deed does not give rise to any right or entitlement to the Trust assets (whether Shares, cash or otherwise) or to receive payments form the Trust. The Trustee has an absolute discretion as to whether any payments should be made and to which Beneficiary they may be made. However, it is expected that the Trustee will have regard to this document and the requests of lunchalot.com, when considering how and whether to exercise its discretions, but it is under no obligation to do so.  A copy of the Trust Deed is available to you on request. If you are provided with a copy of this document, you must keep it confidential at all times.
 
Other matters
 
Neither lunchalot.com nor the Trustee:
  • carries on a financial services business and accordingly is not required to hold an Australian financial services licence under the Corporations Act;
  • makes any recommendation or gives any opinion about the value of a membership, Platinum Membership or the Shares; or 
  • makes or implies any opinion or forecast about the financial success or otherwise of lunchalot.com, the Trust or the Shares. 
 
A Platinum Membership does not involve any:
  • interest in Shares; or
  • actual, contingent or prospective right to the Shares or any benefits produced by lunchalot.com, the Trust or any related arrangement.   
 
Receiving a benefit from the Trustee may involve tax considerations and give rise to taxation consequences for you. Neither lunchalot.com nor the Trustee provides any tax advice or guidance. You should consult your tax adviser for information about the taxation consequences, if any, of being a Platinum Member.
 
Lunchalot.com may amend these Platinum Member Information and Terms and Conditions at any time by updating this website.    
 
Please note that the ability of lunchalot.com and the Trustee to bring about payment of a benefit or transfer of Shares following a Trigger Event will be subject to compliance with all legal and regulatory requirements applicable to the relevant transaction at that time. The time, cost and other requirements involved in such compliance may prevent or prohibit the successful delivery of benefits to Platinum Members or result in the Trustee not exercising its discretions to complete all necessary steps to deliver any potential benefits.